Appendix 3B Rule 2.7, 3.10.3, 3.10.4, 3.10.5, application for quotation of additional securities and agreement Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX s property and may be made public. Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13 Name of entity Aeris Resources Limited (Aeris) ABN 147 131 977 We (the entity) give ASX the following information. Part 1 - All issues You must complete the relevant sections (attach sheets if there is not enough space). 1 Class of securities issued or to be issued Fully paid ordinary shares 2 Number of securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the securities (e.g. if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if convertible securities, the conversion price and dates for conversion) (a) Placement - 42,034,892 Shares to be issued under the placement announced by Aeris on 20 September 2018. (b) Entitlement Offer - Up to 133,444,104 Shares to be issued pursuant to an accelerated non-renounceable entitlement offer (Entitlement Offer) described in the ASX Announcement lodged with ASX on 21 September 2018. The exact number of shares to be issued under the Entitlement Offer is to be finalised and subject to reconciliation of shareholder entitlement and rounding Fully Paid Ordinary Shares 04/03/2013 Appendix 3B Page 1
4 Do the securities rank equally in all respects from the issue date with an existing class of quoted securities? Yes, from the date of issue. If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration (a) Placement - $0.20 per Share for the shares to be issued under the Placement. (b) Entitlement Offer - $0.20 per Share for the shares to be issued under the Entitlement Offer. 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) As described in the ASX Announcement dated 21 September 2018 the purpose of the Placement and Entitlement Offer is to raise up to $35.1 million (before costs) which will primarily be used for the purposes of repayment of debt, acceleration of exploration activities and the costs of the Placement and the Entitlement Offer. 6a 6b Is the entity an eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b 6h in relation to the securities the subject of this Appendix 3B, and comply with section 6i The date the security holder resolution under rule 7.1A was passed No Appendix 3B Page 2 04/03/2013
6c 6d 6e Number of securities issued without security holder approval under rule 7.1 Number of securities issued with security holder approval under rule 7.1A Number of securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 42,034,892 Shares to be issued under the Placement. 6f 6g 6h 6i Number of securities issued under an exception in rule 7.2 If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. If securities were issued under rule 7.1A for non cash consideration, state date on which valuation of consideration was released to ASX Market Announcements Calculate the entity s remaining issue capacity under rule 7.1 and rule 7.1A complete Annexure 1 and release to ASX Market Announcements Rule 7.1 - Nil Rule 7.1A - 7 Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. The issue date of Shares to be issued under the institutional component of the Entitlement Offer and the Shares to be issued under the Placement is scheduled to be 1 October 2018. The issue date for Shares under the retail component of the Entitlement Offer is scheduled to be 16 October 2018. 04/03/2013 Appendix 3B Page 3
8 Number and class of all securities quoted on ASX (including the securities in section 2 if applicable) Number Approximately 455,711,613 Shares consisting of 280,232,617 Shares already quoted on ASX, 42,034,892 Shares to be issued under the Placement and up to 133,444,104 Shares to be issued under the Entitlement Offer. Class Ordinary fully paid shares 9 Number and class of all securities not quoted on ASX (including the securities in section 2 if applicable) Number 93,410,609 93,410,609 Class CPRS (Convertible Redeemable Preference Shares) Options (unlisted) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) No change to the Dividend Policy Part 2 - Pro rata issue 11 Is security holder approval required? No 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the securities will be offered 14 Class of securities to which the offer relates 15 Record date to determine entitlements Non-renounceable 1 Share for every 2.1 Shares held at the Record Date Ordinary Shares 7:00pm (Sydney time) on 25 September 2018 for the retail component of the Entitlement Offer Appendix 3B Page 4 04/03/2013
16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. No Where fractions arise in the calculation of shareholder s entitlement under the Entitlement Offer, they will be rounded up to the nearest whole number. Retail component of the Entitlement Offer - All countries other than Australia, New Zealand, United Kingdom, Singapore and Hong Kong. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations Institutional component of Entitlement Offer - 24 September 2018. Retail component of Entitlement Offer - currently scheduled for 9 October 2018. 20 Names of any underwriters Bell Potter Securities Limited and Euroz Securities Limited (Underwriters) 21 Amount of any underwriting fee or commission (1) a management fee equal to 2% of the gross funds raised under the Placement, the Institutional Entitlement Offer and the Retail Entitlement Offer (Management Fee); (2) an equity raising fee equal to 3% of the gross funds raised under the Placement, the Institutional Entitlement Offer and the Retail Entitlement Offer (Equity Raising Fee); and (3) a discretionary equity raising fee equal to 0.5% of the gross funds raised under the Placement, the Institutional Entitlement Offer and the Retail Entitlement Offer (Discretionary Fee), to be paid in equal proportions between the Underwriters. The Discretionary Fee is payable at the discretion of Aeris and will be communicated to the Underwriters prior to the settlement date for the relevant component of the Entitlement Offer. 04/03/2013 Appendix 3B Page 5
22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements in full through a broker? 31 How do security holders sell part of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? Retail component of the Entitlement Offer - 28 September 2018 The existing holders of those options that have vested and can be exercised have informed the Company that they will not exercise their options before the Record Date 25 September 2018 33 Issue date The issue date of Shares to be issued under the institutional component of the Entitlement Offer is scheduled to be 1 October 2018. Appendix 3B Page 6 04/03/2013
The issue date for Shares under the retail component of the Entitlement Offer is scheduled to be 16 October 2018. Part 3 - Quotation of securities You need only complete this section if you are applying for quotation of securities 34 Type of securities (tick one) (a) Securities described in Part 1 (b) All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities Entities that have ticked box 34(a) Additional securities forming a new class of securities Tick to indicate you are providing the information or documents 35 If the securities are equity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders 36 If the securities are equity securities, a distribution schedule of the additional securities setting out the number of holders in the categories 1 1,000 1,001 5,000 5,001 10,000 10,001 100,000 100,001 and over 37 A copy of any trust deed for the additional securities Entities that have ticked box 34(b) 38 Number of securities for which quotation is sought 39 Class of securities for which quotation is sought 04/03/2013 Appendix 3B Page 7
40 Do the securities rank equally in all respects from the issue date with an existing class of quoted securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and class of all securities quoted on ASX (including the securities in clause 38) Number Class Appendix 3B Page 8 04/03/2013
Quotation agreement 1 Quotation of our additional securities is in ASX s absolute discretion. ASX may quote the securities on any conditions it decides. 2 We warrant the following to ASX. The issue of the securities to be quoted complies with the law and is not for an illegal purpose. There is no reason why those securities should not be granted quotation. An offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any securities to be quoted and that no one has any right to return any securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the securities be quoted. If we are a trust, we warrant that no person has the right to return the securities to be quoted under section 1019B of the Corporations Act at the time that we request that the securities be quoted. 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before quotation of the securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. Sign here: (Director/Company Secretary) Date: 21 September 2018 Print name: Dane Van Heerden = == == == == 04/03/2013 Appendix 3B Page 9
Appendix 3B Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities Introduced 01/08/12 Amended 04/03/13 Part 1 Rule 7.1 Issues exceeding 15% of capital Step 1: Calculate A, the base figure from which the placement capacity is calculated Insert number of fully paid ordinary securities on issue 12 months before the issue date or date of agreement to issue Add the following: Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 140,116,703 140,115,913-21 March 2018 1-27 April 2018 Number of fully paid ordinary securities issued in that 12 month period with shareholder approval Number of partly paid ordinary securities that became fully paid in that 12 month period Note: Include only ordinary securities here other classes of equity securities cannot be added Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items Subtract the number of fully paid ordinary securities cancelled during that 12 month period A Nil 280,232,617 Step 2: Calculate 15% of A B 0.15 Appendix 3B Page 10 04/03/2013
Multiply A by 0.15 [Note: this value cannot be changed] 42,034,892 Step 3: Calculate C, the amount of placement capacity under rule 7.1 that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued: 42,034,892 Under an exception in rule 7.2 Under rule 7.1A With security holder approval under rule 7.1 or rule 7.4 Note: This applies to equity securities, unless specifically excluded not just ordinary securities Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items C 42,034,892 Step 4: Subtract C from [ A x B ] to calculate remaining placement capacity under rule 7.1 A x 0.15 42,034,892 Note: number must be same as shown in Step 2 Subtract C 42,034,892 Note: number must be same as shown in Step 3 Total [ A x 0.15] C 0 [Note: this is the remaining placement capacity under rule 7.1] 04/03/2013 Appendix 3B Page 11
Part 2 Rule 7.1A Additional placement capacity for eligible entities Step 1: Calculate A, the base figure from which the placement capacity is calculated A Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of A D Note: this value cannot be changed Multiply A by 0.10 - Step 3: Calculate E, the amount of placement capacity under rule 7.1A that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A - Notes: This applies to equity securities not just ordinary securities Include here if applicable the securities the subject of the Appendix 3B to which this form is annexed Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained It may be useful to set out issues of securities on different dates as separate line items E - Appendix 3B Page 12 04/03/2013
Step 4: Subtract E from [ A x D ] to calculate remaining placement capacity under rule 7.1A A x 0.10 - Note: number must be same as shown in Step 2 Subtract E - Note: number must be same as shown in Step 3 Total [ A x 0.10] E 04/03/2013 Appendix 3B Page 13